Common use of Discharge; Reinstatement in Certain Circumstances Clause in Contracts

Discharge; Reinstatement in Certain Circumstances. (a) Subject to Section 2.03 and paragraph (b) of this Section 2.04, each Subsidiary Guarantor's obligations under this Article 2 shall remain in full force and effect, except as otherwise agreed with the consent of the Required Lenders, until the Commitments are terminated and the principal of and interest on the Notes and all other amounts payable by the Borrower under the Financing Documents shall have been paid in full. If at any time any payment of the principal of or interest on any Note or any other amount payable by the Borrower under any Financing Document is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any other Obligor or otherwise, each Subsidiary Guarantor's obligations under this Article 2 with respect to such payment shall be reinstated at such time as though such payment had become due but had not been made at such time. (b) In the event that any capital stock of any Subsidiary Guarantor shall be disposed of with the effect that such Subsidiary Guarantor shall cease to be a Subsidiary of the Parent Guarantor, such Subsidiary Guarantor shall be released and discharged from any obligation under this Agreement; provided that no such disposition shall be made unless, immediately after such disposition, and giving effect thereto, no Event of Default shall have occurred and be continuing; and provided further that such Subsidiary Guarantor's obligations under this Agreement shall be immediately reinstated if at any time after such disposition it becomes a Subsidiary of the Parent Guarantor. The obligations hereunder of any Subsidiary Guarantor the capital stock of which has been so disposed of shall be unenforceable for so long as it shall be released and discharged of its obligations pursuant to this Section 2.04(b).

Discharge; Reinstatement in Certain Circumstances. (a) Subject to Section 2.03 and paragraph (b) of this Section 2.04, each Subsidiary Guarantor's obligations under this Article 2 II shall remain in full force and effect, except as otherwise agreed with the consent of the Required LendersBanks, until the Commitments are terminated and the principal of and interest on the Notes and all other amounts payable by the Borrower Borrowers under the Financing Documents shall have been paid in full. If at any time any payment of the principal of or interest on any Note or any other amount payable by the a Borrower under any Financing Document is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any other Obligor or otherwise, each Subsidiary Guarantor's obligations under this Article 2 II with respect to such payment shall be reinstated at such time as though such payment had become due but had not been made at such time. (b) In the event that any capital stock of any Subsidiary Guarantor shall be disposed of with the effect that such Subsidiary Guarantor shall cease to be a Subsidiary of the Parent Guarantor, such Subsidiary Guarantor shall be released and discharged from any obligation under this Agreement; provided that no such disposition shall be made unless, immediately after such disposition, and giving effect thereto, no Event of Default shall have occurred and be continuing; and provided further that such Subsidiary Guarantor's obligations under this Agreement shall be immediately reinstated if at any time after such disposition it becomes a Subsidiary of the Parent Guarantor. The obligations hereunder of any Subsidiary Guarantor the capital stock of which has been so disposed of shall be unenforceable for so long as it shall be released and discharged of its obligations pursuant to this Section 2.04(b).

Discharge; Reinstatement in Certain Circumstances. (a) Subject to Section 2.03 and paragraph (b) Each of this Section 2.04, each Subsidiary Guarantor's the Guarantors’ obligations under this Article 2 hereunder shall remain in full force and effect, except as otherwise agreed with the consent of the Required Lenders, effect until the Commitments are terminated and the principal of and interest on the Notes and all Guaranteed Obligations (other amounts payable by the Borrower under the Financing Documents than Swap Agreements) shall have been paid in fullfull in cash and the Commitments and all Letters of Credit issued under the Credit Agreement shall have terminated or expired or, in the case of all Letters of Credit, are fully collateralized on terms reasonably acceptable to the Administrative Agent. If at any time any payment of the principal of or interest on any Note Borrowing or reimbursement on LC Disbursements or any other amount payable by the Borrower or any other party under the Credit Agreement, any Financing Swap Agreement or any other Loan Document is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any other Obligor the Borrower or otherwise, each Subsidiary Guarantor's of the Guarantors’ obligations under this Article 2 hereunder with respect to such payment shall be reinstated at such time as though such payment had become been due but had not been made at such time. (b) In A Guarantor shall automatically be released from its obligations hereunder in the event that any capital stock all of any Subsidiary Guarantor shall be disposed of with the effect that such Subsidiary Guarantor shall cease to be a Subsidiary of the Parent Guarantor, such Subsidiary Guarantor shall be released and discharged from any obligation under this Agreement; provided that no such disposition shall be made unless, immediately after such disposition, and giving effect thereto, no Event of Default shall have occurred and be continuing; and provided further that such Subsidiary Guarantor's obligations under this Agreement shall be immediately reinstated if at any time after such disposition it becomes a Subsidiary of the Parent Guarantor. The obligations hereunder of any Subsidiary Guarantor the capital stock of which has been so such Guarantor shall be sold, transferred or otherwise disposed of, or the assets of such Guarantor shall be sold, transferred or otherwise disposed of substantially in their entirety, in each case to a Person that is not the Borrower or an Affiliate of the Borrower in accordance with the terms of the Credit Agreement. (c) In connection with any termination or release pursuant to paragraph (a) or (b) of this Section 4 the Administrative Agent shall be unenforceable for so long execute and deliver to any Guarantor, as it the case may be, at such Guarantor’s expense, all documents that such Guarantor shall be released reasonably request to evidence such termination or release. Any execution and discharged delivery of its obligations documents pursuant to this Section 2.04(b)4 shall be without recourse to or warranty by the Administrative Agent.

Discharge; Reinstatement in Certain Circumstances. The obligations of each Guarantor (aother than Seller) Subject to Section 2.03 and paragraph (b) of this Section 2.04, each Subsidiary Guarantor's obligations under this Article 2 7 shall remain in full force and effect, except as otherwise agreed with the consent of the Required Lenders, effect until the Commitments are terminated and earlier of (i) the principal of and interest on the Notes and all other amounts payable by the Borrower under the Financing Documents time that its Guaranteed Obligations shall have been paid performed in full and (ii) the sale by Seller of all of the equity securities of such Guarantor to a Person other than an Affiliate of Seller or another Guarantor; provided that the obligations of such Guarantor hereunder shall terminate if, prior to the Closing, Seller shall obtain for the benefit of Buyer an irrevocable letter of credit, in the amount of $7,500,000 and otherwise reasonably satisfactory to Buyer, for the purpose of securing the payment of the Guaranteed Obligations hereunder. Any such letter of credit shall remain in full force and effect until (i) the third anniversary of the Closing Date or (ii) the second anniversary of the Closing Date if, prior to such anniversary, all of the equity securities of each of the Guarantors have been sold in one or more XLSource Sales. Except as provided in the immediately preceding sentence with respect to the obligation of Seller to provide a letter of credit, the obligations of Seller under this Article 7 shall remain in full force and effect until the time that its Guaranteed Obligations shall have been performed in full. If If, at any time time, any payment performance by any Person of the principal of or interest on any Note or any other amount payable by the Borrower under any Financing Document Guaranteed Obligation is rescinded or must be otherwise restored or returned returned, whether upon the insolvency, bankruptcy or reorganization of any other Obligor a Guarantor or otherwise, each Subsidiary Guarantor's the obligations under this Article 2 of the Guarantors hereunder with respect to such payment Guaranteed Obligation shall be reinstated at such time as though such payment Guaranteed Obligation had become due but and had not been made at such timeperformed. (b) In the event that any capital stock of any Subsidiary Guarantor shall be disposed of with the effect that such Subsidiary Guarantor shall cease to be a Subsidiary of the Parent Guarantor, such Subsidiary Guarantor shall be released and discharged from any obligation under this Agreement; provided that no such disposition shall be made unless, immediately after such disposition, and giving effect thereto, no Event of Default shall have occurred and be continuing; and provided further that such Subsidiary Guarantor's obligations under this Agreement shall be immediately reinstated if at any time after such disposition it becomes a Subsidiary of the Parent Guarantor. The obligations hereunder of any Subsidiary Guarantor the capital stock of which has been so disposed of shall be unenforceable for so long as it shall be released and discharged of its obligations pursuant to this Section 2.04(b).

Discharge; Reinstatement in Certain Circumstances. (a) Subject to Section 2.03 and paragraph (b) The obligations of this Section 2.04, each Subsidiary Guarantor's obligations XLSource under this Article 2 7 shall remain in full force and effect, except as otherwise agreed with the consent of the Required Lenders, effect until the Commitments are terminated and earlier of (i) the principal of and interest on the Notes and all other amounts payable by the Borrower under the Financing Documents time that its Guaranteed Obligations shall have been paid performed in full and (ii) the sale by Seller of all of the equity securities of XLSource to a Person other than an Affiliate of Seller or XLSource; provided that the obligations of XLSource hereunder shall terminate if, prior to the Closing, Seller shall obtain for the benefit of Buyer an irrevocable letter of credit, in the amount of $7,500,000 and otherwise reasonably satisfactory to Buyer, for the purpose of securing the payment of the Guaranteed Obligations hereunder. Any such letter of credit shall remain in full force and effect until (i) the third anniversary of the Closing Date or (ii) the second anniversary of the Closing Date if, prior to such anniversary, all of the equity securities of XLSource have been sold in one or more XLSource Sales. Except as provided in the immediately preceding sentence with respect to the obligation of Seller to provide a letter of credit, the obligations of Seller under this Article 7 shall remain in full force and effect until the time that its Guaranteed Obligations shall have been performed in full. If If, at any time time, any payment performance by any Person of the principal of or interest on any Note or any other amount payable by the Borrower under any Financing Document Guaranteed Obligation is rescinded or must be otherwise restored or returned returned, whether upon the insolvency, bankruptcy or reorganization of any other Obligor Seller, XLSource or otherwise, each Subsidiary Guarantor's the obligations under this Article 2 of Seller or XLSource hereunder with respect to such payment Guaranteed Obligation shall be reinstated at such time as though such payment Guaranteed Obligation had become due but and had not been made at such timeperformed. (b) In the event that any capital stock of any Subsidiary Guarantor shall be disposed of with the effect that such Subsidiary Guarantor shall cease to be a Subsidiary of the Parent Guarantor, such Subsidiary Guarantor shall be released and discharged from any obligation under this Agreement; provided that no such disposition shall be made unless, immediately after such disposition, and giving effect thereto, no Event of Default shall have occurred and be continuing; and provided further that such Subsidiary Guarantor's obligations under this Agreement shall be immediately reinstated if at any time after such disposition it becomes a Subsidiary of the Parent Guarantor. The obligations hereunder of any Subsidiary Guarantor the capital stock of which has been so disposed of shall be unenforceable for so long as it shall be released and discharged of its obligations pursuant to this Section 2.04(b).

Discharge; Reinstatement in Certain Circumstances. (a) Subject to Section 2.03 and paragraph (b) Each of this Section 2.04, each Subsidiary Guarantor's the Guarantors’ obligations under this Article 2 hereunder shall remain in full force and effect, except as otherwise agreed with the consent of the Required Lenders, effect until the Commitments are terminated and the principal of and interest on the Notes and all Guaranteed Obligations (other amounts payable by the Borrower under the Financing Documents than Swap Agreements) shall have been paid in fullfull in cash and the Commitments shall have terminated or expired. If at any time any payment of the principal of or interest on any Note Borrowing or any other amount payable by the Borrower or any other party under the Credit Agreement, any Financing Swap Agreement or any other Loan Document is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any other Obligor the Borrower or otherwise, each Subsidiary Guarantor's of the Guarantors’ obligations under this Article 2 hereunder with respect to such payment shall be reinstated at such time as though such payment had become been due but had not been made at such time. (b) In A Guarantor shall automatically be released from its obligations hereunder in the event that any capital stock all of any Subsidiary Guarantor shall be disposed of with the effect that such Subsidiary Guarantor shall cease to be a Subsidiary of the Parent Guarantor, such Subsidiary Guarantor shall be released and discharged from any obligation under this Agreement; provided that no such disposition shall be made unless, immediately after such disposition, and giving effect thereto, no Event of Default shall have occurred and be continuing; and provided further that such Subsidiary Guarantor's obligations under this Agreement shall be immediately reinstated if at any time after such disposition it becomes a Subsidiary of the Parent Guarantor. The obligations hereunder of any Subsidiary Guarantor the capital stock of which has been so such Guarantor shall be sold, transferred or otherwise disposed of, or the assets of such Guarantor shall be sold, transferred or otherwise disposed of substantially in their entirety, in each case to a Person that is not the Borrower or an Affiliate of the Borrower in accordance with the terms of the Credit Agreement. (c) In connection with any termination or release pursuant to paragraph (a) or (b) of this Section 4 the Administrative Agent shall be unenforceable for so long execute and deliver to any Guarantor, as it the case may be, at such Guarantor’s expense, all documents that such Guarantor shall be released reasonably request to evidence such termination or release. Any execution and discharged delivery of its obligations documents pursuant to this Section 2.04(b)4 shall be without recourse to or warranty by the Administrative Agent.